Extension Of Loan Agreement As An Interested Person Transaction

(Incorporated in the Republic of Singapore) (Company Registration No. 199106356W)

1. INTRODUCTION

   1. The Board of Directors (the "Board") of Ying Li International Real Estate Limited (the "Company" and together with its subsidiaries, the "Group") wishes to inform shareholders (the "Shareholders") that on 17 June 2025, the Company entered into:

      1. ‌a second supplemental deed (the "USD Second Supplemental Deed") with China Everbright Finance Limited ("CEFL"), to vary the terms of a loan agreement which was entered between the Company (as borrower) and CEFL (as lender) on 7 October 2023 (the "USD Loan Agreement").1 The USD Loan Agreement had been varied by a first supplemental deed dated 15 July 2024 which was entered between the Company and CEFL (the "USD First Supplemental Deed"). 2 Pursuant to the USD Second Supplemental Deed: (i) the principal amount of the loan facility under the USD Loan Agreement (as varied by the USD First Supplemental Deed) remains unchanged at US$15,047,495.56;3 (ii) its final maturity date was extended from 5 October 2025 to 5 October 2026;4 and (iii) the interest rate applicable to loans made under the facility be reduced from 8% per annum to 6.5% per annum (the "Amended USD Loan Facility").‌‌‌

      2. ‌a second supplemental deed (the "SGD Second Supplemental Deed") with CEFL, to vary the terms of a loan agreement which was entered between the Company (as borrower) and CEFL (as lender) on 18 July 2023 (the "SGD Loan Agreement").5 The SGD Loan Agreement had been varied by a first supplemental deed dated 15 July 2024 which was entered between the Company and CEFL (the "SGD First Supplemental Deed").6 Pursuant to the SGD Second Supplemental Deed: (i) the principal amount of the loan facility under the SGD Loan Agreement (as varied by the SGD First‌

         ‌1 The USD Loan Agreement was for a loan facility of up to US$13,930,000 and with a final maturity date of 5 October 2024. The details of the USD Loan Agreement were previously disclosed in the announcement to the Shareholders dated 15 July 2024.‌

         2 The USD First Supplemental Deed varied the USD Loan Agreement by inter alia, increasing the loan facility from up to

         ‌US$13,930,000.00 to up to US$15,047,495.56 and extending the final maturity date from 5 October 2024 to 5 October 2025. The details of the USD First Supplemental Deed were previously disclosed in the announcement to the Shareholders dated 15 July 2024.

         ‌3 The initial principal under the USD Loan Agreement was US$13,930,000, which was drawn down on 11 October 2023 and to be repaid on 5 October 2024. The revised principal amount under the USD Loan Agreement (as varied by the USD First Supplemental Deed) of US$15,047,495.56, is equivalent to: (i) the aggregate of the balance principal from the initial loan amount under the USD Loan Agreement in the amount of US$13,930,000; and (ii) the interest in relation to such principal from 11 October 2023 to 5 October 2024 (at an interest rate of 8% per annum calculated on the basis of the actual number of days elapsed and a year of 360 days) in the amount of US$1,117,495.56. As of the date of this announcement, there has been no drawdowns nor repayments to the revised principal amount under the USD Loan Agreement (as varied by the USD First Supplemental Deed) of US$15,047,495.56.

         4 The outstanding interest under the facility, in the amount of US$1,223,862.97 incurred from 5 October 2024 to 5 October 2025,

         ‌would be payable on the amended final maturity date of 5 October 2026 instead of the pre-amendment final maturity date of 5 October 2025.

         ‌5 The SGD Loan Agreement was for a loan facility of up to S$16,700,000 and with a final maturity date of 16 July 2024. The details of the SGD Loan Agreement were previously disclosed in the announcement to the Shareholders dated 15 July 2024.

         6 The SGD First Supplemental Deed varied the SGD Loan Agreement by inter alia, increasing the loan facility from up to

         S$16,700,000 to up to S$18,054,555.56 and extending the final maturity date from 16 July 2024 to 16 July 2025. The details of the SGD First Supplemental Deed were previously disclosed in the announcement to the Shareholders dated 15 July 2024.

         Supplemental Deed) remains unchanged at up to S$18,054,555.56; 7 (ii) its final maturity date was extended from 16 July 2025 to 15 July 2026;8 and (iii) the interest rate applicable to loans made under the facility be reduced from 8% per annum to 6.5% per annum (the "Amended SGD Loan Facility").‌

         (collectively, the "Amendments").

2. RELATIONSHIP BETWEEN THE RELEVANT ENTITIES

   1. As of the date of this announcement, China Everbright Limited ("CEL"), a company listed on the Stock Exchange of Hong Kong, has an aggregate interest in 1,842,011,837 ordinary shares in the share capital of the Company, representing 72.04% of the total issued share capital of the Company. Therefore, CEL is considered to be a "controlling shareholder" of the Company under the SGX-ST Listing Manual ("Listing Manual").

   2. As of the date of this announcement, CEFL is a directly wholly-owned subsidiary of CEL. Therefore, CEFL is considered to be an "associate" of CEL, and accordingly, an "interested person" for the purposes of Chapter 9 of the Listing Manual.

   3. The Company is the "entity at risk" for the purposes of Chapter 9 of the Listing Manual.

   4. Accordingly, the entry into the Amended USD Loan Facility and the Amended SGD Loan Facility (the "Amended Loan Facilities") would constitute an interested person transaction under Chapter 9 of the Listing Manual.

3. DETAILS OF THE INTERESTED PERSON TRANSACTION

   1. The principal terms of the USD Loan Agreement (as varied by the USD First Supplemental Deed), and the USD Second Supplemental Deed are as follows:

      1. USD Loan Agreement (as varied by the USD First Supplemental Deed)

         Lender	China Everbright Finance Limited
         Borrower	Ying Li International Real Estate Limited
         Date of the USD Loan Agreement	7 October 2023
         Facility	A loan facility of up to US$15,047,495.56 upon and subject to the terms and conditions of the USD Loan Agreement as varied by the USD First Supplemental Deed (the "USD Loan Facility").
         Final Maturity Date	5 October 2025 (the "USD Final Maturity Date")

         ‌7 The initial principal under the SGD Loan Agreement was S$16,700,000, which was drawn down on 18 July 2023 and to be repaid on 16 July 2024. The revised principal amount under the SGD Loan Agreement (as varied by the SGD First Supplemental Deed) of S$18,054,555.56, is equivalent to: (i) the aggregate of the balance principal from the initial loan amount under the SGD Loan Agreement in the amount of S$16,700,000; and (ii) the interest in relation to such principal from 18 July 2023 to 16 July 2024 (at an interest rate of 8% per annum calculated on the basis of the actual number of days elapsed and a year of 360 days) in the amount of S$1,354,555.56. As of the date of this announcement, there has been no drawdowns nor repayments to the revised principal amount under the SGD Loan Agreement (as varied by the SGD First Supplemental Deed) of S$18,054,555.56. 8 The outstanding interest under the facility, in the amount of S$1,468,437.19 incurred from 16 July 2024 to 16 July 2025, would be payable on the amended final maturity date of 15 July 2026 instead of the pre-amendment final maturity date of 16 July 2025.‌

         Interest	The interest rate applicable to the USD Loan Facility shall be 8% per annum. Interest on a loan made or to be made under the USD Loan Facility shall accrue from the drawdown date for that loan and will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days, including the first day of the period during which it accrues and including the last.
         Default Interest	If the borrower fails to pay any sum payable under this USD Loan Agreement when due, the borrower shall pay interest on such sum from and excluding the due date to the date of actual payment (both before and after judgment) at the rate of 15% per annum calculated with reference to such periods and such amounts. Interest at the aforesaid rate shall accrue from day to day, shall be calculated on the basis of the actual number of days elapsed and a year of 360 days, shall be compounded at the end of each successive funding period considered appropriate by the lender and payable from time to time on demand.
         Repayment and Prepayment	The borrower shall repay to the lender all outstanding amounts of the USD Loan Facility and all interest accrued thereon on the USD Final Maturity Date. Upon at least five (5) business days' prior written notice to the lender, the borrower may prepay to the lender the outstanding amount of the USD Loan Facility and all interest accrued thereon as of the date of prepayment, in whole or in part, (if in part, in a minimum amount of US$1 million and US$100,000 incremental) at any time and from time to time. Any prepayment of principal under the USD Loan Agreement shall be made together with interest accrued on such principal amount prepaid. Any notice of prepayment given by the borrower under any provision of the USD Loan Agreement shall be irrevocable and the borrower shall be bound to make a prepayment in accordance therewith. Amounts prepaid may not be reborrowed under the USD Loan Agreement.
         Amendment	Any term of this USD Loan Agreement may be amended and the observance of any term of this USD Loan Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the borrower and the lender. Any amendment or waiver effected in accordance with this clause shall be binding upon the parties.
         Purpose	The borrower shall use all the proceeds of the USD Loan Facility solely for refinancing the existing loan.
         Event of Default	Upon the occurrence of any of the following events, which, if remediable, is not remedied to the satisfaction of the lender within five (5) business days after delivery of written notice by the lender to the borrower:

         then the lender may, by notice in writing to the borrower, terminate the USD Loan Facility and declare the unpaid principal amount of the USD Loan Facility and any accrued and unpaid interest thereon and all other amounts payable hereunder to be immediately due and payable, whereupon the unpaid principal amount of the USD Loan Facility, any accrued and unpaid interest thereon and all such other amounts hereunder shall become immediately due and payable. The lender, in its sole

         1. any sum due and payable under the USD Loan Agreement is not paid to the lender on the due date (with respect to the USD Loan Facility and all interest accrued thereon, not paid upon the applicable maturity date); or

         2. any breach of the representations and warranties by any party to the USD Loan Agreement and any other document designated as a finance document by the lender and the borrower ("USD Finance Documents") (other than the lender) under any USD Finance Documents or default in the due performance or observance by such party of any of the terms, conditions, and undertakings or any other provisions in the USD Finance Documents; or

         3. any financial indebtedness of the borrower is not paid when due nor within any originally applicable grace period; or

         4. any financial indebtedness of the borrower is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described); or

         5. the borrower becomes insolvent, or any liquidator or receiver shall be or has been appointed over all or a substantial portion of its respective assets, or it shall be unable to pay its debts as they fall due; or

         6. the borrower sells, transfers or otherwise disposes of title to, or any right or interest in, or possession of all or a substantial portion of its assets during the term of the USD Loan Facility without the lender's prior written consent; or

         7. it becomes unlawful for any party to the USD Finance Documents (other than the lender) to fulfill its obligations contained in such USD Finance Documents; or

         8. all or any part of the borrower's property or assets is subject to any lien, encumbrance, levy, seizure, assignment application or sale (whether by government agency or otherwise) without the lender's prior written consent;

         	discretion, may proceed to enforce all other rights and remedies available to it pursuant to this USD Loan Agreement and any of the USD Finance Documents and under applicable law.
         Set-off	If an event of default has occurred, the lender shall have the right, without notice to the borrower or any other person, to set off (whether subject to notice or not and whether matured or not and in whatever currency) any amounts held by the borrower with the lender and any other indebtedness owing by the lender to the borrower, against the liabilities of the borrower under the USD Finance Documents. This clause shall not affect any general lien, right of set-off or other right to which the lender may be entitled.
         Governing Law	This agreement is governed by Hong Kong law.

      2. USD Second Supplemental Deed

         Effective Date	5 October 2025
         Amended Final Maturity Date	5 October 2026 (the "Amended USD Final Maturity Date")
         Amended Interest Rate	The interest rate applicable to the USD Loan Facility shall be 6.5% per annum.
         Confirmation of the Finance Documents	The borrower hereby confirms that the terms of the USD Finance Documents shall remain in full force and effect following the execution of this USD Second Supplemental Deed and that, save as amended by this USD Second Supplemental Deed:

         1. the terms of the USD Finance Documents will remain in full force and effect from the effective date; and

         2. its obligations under the USD Finance Documents will not be otherwise affected, discharged, impaired, diminished or varied by the execution of this USD Second Supplemental Deed.

   2. The principal terms of the SGD Loan Agreement (as varied by the SGD First Supplemental Deed), and the SGD Second Supplemental Deed are as follows:

      1. SGD Loan Agreement (as varied by the SGD First Supplemental Deed)